UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 11, 2007

MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)

 

Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda
(Address of principal executive offices)

(441) 296-6395
(Registrant’s telephone number,
including area code)

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o               Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o               Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o               Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o               Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 3.01          Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing.

On June 11, 2007, The NASDAQ Stock Market issued to Marvell Technology Group Ltd. (“Marvell” or the “Company”) a notice stating that the Company is not in compliance with NASDAQ Marketplace Rule 4310(c)(14) because the Company has not timely filed its Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2007.  The Company intends to make a submission to the NASDAQ Listing and Hearing Review Council (the “Listing Counsel”) regarding its plans to file the Form 10-Q for the fiscal quarter ended April 28, 2007.  There can be no assurance that the outcome of the Listing Council’s review will be favorable to Marvell or that Marvell will remain listed on The Nasdaq Global Select Market.

The company issued a press release on June 18, 2007, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01            Financial Statements and Exhibits.

(d)           Exhibits.

99.1      Press release dated June 18, 2007.

---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 18, 2007
	MARVELL TECHNOLOGY GROUP LTD.
	By:	/s/ Michael Tate
		Michael Tate
		Vice President, Corporate Controller and Treasurer and Interim Chief Financial Officer

 

---

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated June 18, 2007.

 

Exhibit 99.1

Marvell Technology Group Ltd. Receives Additional Notice from Nasdaq

Santa Clara, California (June 18, 2007) — Marvell Technology Group Ltd. (Nasdaq: MRVL) today announced that it has received a notice from the NASDAQ Stock Market dated June 11,2007 stating that the Company is not in compliance with NASDAQ’s Marketplace Rule 4310(c)(14) because the Company has not timely filed its Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2007 and, therefore, its common stock continues to be subject to delisting from The Nasdaq Global Select Market. Marvell received similar notices on March 30, 2007, December 8, 2006, and September 8, 2006 due to the delay in filing its Form 10-K for the fiscal year ended January 27, 2007 and its Forms 10-Q for the fiscal quarters ended October 28, 2006 and July 29, 2006.  As previously disclosed, a special committee of the Company’s Board of Directors has conducted an internal review relating to the Company’s historical stock option practices and related accounting matters.  The Company is working diligently to complete the restatement of its historical financial statements and file its delayed Forms 10-Q and Form 10-K as soon as practicable.

On May 25, 2007, the NASDAQ Listing and Hearing Review Council issued a decision staying any delisting action and granting an extension to June 26, 2007 for Marvell to file its Form 10-K for the fiscal year ended January 27, 2007 and its Forms 10-Q for the fiscal quarters ended October 28, 2006 and July 29, 2006.  Marvell intends to make an additional submission to the Listing Council regarding its plans to file the Form 10-Q for the fiscal quarter ended April 28, 2007.  There can be no assurance that the outcome of the Listing Council’s review will be favorable to Marvell or that Marvell will remain listed on The Nasdaq Global Select Market.

About Marvell

Marvell (NASDAQ: MRVL) is a leader in storage, communications and consumer silicon solutions.  The Company’s diverse product portfolio includes switching, transceiver, communications controller, wireless, and storage solutions that power the entire communications infrastructure, including enterprise, metro, home, and storage networking.  As used in this release, the terms “Company” and “Marvell” refer to Marvell Technology Group Ltd. and its subsidiaries, including Marvell Semiconductor, Inc. (MSI), Marvell Asia Pte Ltd (MAPL), Marvell Japan K.K., Marvell Taiwan Ltd., Marvell International Ltd. (MIL), Marvell U.K. Limited, Marvell Semiconductor Israel Ltd. (MSIL), RADLAN Computer Communications Ltd., and SysKonnect GmbH.  MSI is headquartered in Santa Clara, Calif., and designs, develops and markets products on behalf of MIL and MAPL.  MSI may be contacted at (408) 222-2500 or at www.marvell.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:

This press release contains forward-looking statements.  Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” and their variations identify forward-looking statements.    These statements are not guarantees of results and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements.   These risks and uncertainties include, but are not limited to, the timing and outcome of the NASDAQ review process, the conclusions of the Company’s management, audit committee, Board and independent accountants based on the results of the special committee’s review, the timing of the completion by the Company’s independent auditors of its audit process regarding the Company’s financial statements, any unanticipated delay in the preparation and filing of the Company’s required reports with the Securities and Exchange Commission, and any inability to meet NASDAQ requirements for continued listing of the Company’s shares.  For other factors that could cause Marvell’s results to vary from expectations, please see the sections titled “Risk Factors” in Marvell’s quarterly report on Form 10-Q for the fiscal quarter ended April 29, 2006, “Additional Risk Factors” in Marvell’s Form 8-K filed on October 17, 2006, “Other Events” in Marvell’s Form 8-K filed on April 2, 2007, and other factors detailed from time to time in Marvell’s filings with the Securities and Exchange Commission.  Marvell undertakes no obligation to revise or update publicly any forward-looking information.